TiVo 2015 Annual Report Download - page 111

8. Adjustments Upon Changes in Capitalization. In the event of any change in the outstanding Common Stock of the Company by reason of
stock dividends, recapitalization, mergers, consolidations, split - up, combinations or exchanges of shares and the like, the aggregate number or
class of shares subject to this Option immediately prior to such event shall be appropriately adjusted by the Board of Directors in accordance
with the terms of the Plan.
9. Withholding and Employment Taxes.
(i) Optionee is responsible for, and by accepting this Option agrees to bear, all taxes of any nature, including withholding taxes, interest
or penalties arising out of the grant of this Option, the vesting or exercise of this Option or the subsequent sale of the Optioned Shares, or any
violation of Code Section 409A that impacts this Option, that are legally imposed upon Optionee in connection with this Option, and the
Company does not assume, and will not be liable to any party for, any cost or liability arising in connection with such tax liability legally
imposed on Optionee. The Company has not provided any tax advice with respect to this Option or the disposition of the Shares. Optionee
should obtain advice from an appropriate independent professional adviser with respect to the taxation implications of any aspect of this Option,
including the grant, vesting or exercise of this Option or the subsequent sale of any Shares.
(ii) In the event that the Company or the Optionee’s employer, including any Subsidiary qualified to deduct tax at source (the
“ Employer ” ), is required to withhold any amount (including in connection with income tax, employment or payroll taxes, social security
contributions or other similar amounts, with such obligation in aggregate referred to herein as the “ Withholding Obligation ”) as a result of any
event occurring in connection with this Option, the Optionee shall make a cash payment to the Company as necessary to cover all applicable
Withholding Obligations at or prior to the time the event giving rise to the Withholding Obligation occurs; provided that (a) the Company has the
right to withhold a portion of the Optioned Shares otherwise to be delivered upon exercise of this Option having a Fair Market Value equal to the
amount of the Withholding Obligation in accordance with such rules as the Company may from time to time establish, (b) the Company or the
Employer has the right, and the Optionee in accepting this grant explicitly authorizes the Company, to deduct an amount equal to the
Withholding Obligation from the Optionee’s compensation or (c) the Company may establish alternative procedures to ensure satisfaction of all
applicable Withholding Obligations arising in connection with this Option. The Optionee will receive a cash refund for any payment of cash or
fraction of a surrendered share not necessary to satisfy the Withholding Obligations.
(iii) Optionee acknowledges and agrees that the ultimate liability for any tax - related item legally due by Optionee is and remains
Optionee’s responsibility and that the Company and or the Employer (a) make no representations nor undertakings regarding the treatment of
any such tax items in connection with any aspect of this Option, including the grant, vesting or exercise of this Option or the subsequent sale
of the Shares acquired upon exercise of this Option; and (b) do not commit to structure the terms or any aspect of this Option to reduce or
eliminate the Optionee’s liability for such tax items. The Company may refuse to honor the exercise of this Option and refuse to deliver the
Optioned Shares if Optionee fails to comply with Optionee’s obligations in connection with the satisfaction of the Withholding Obligations.
10. Tax Status
. The Optionee ’s treatment of shares purchased pursuant to the exercise of this nonstatutory stock option may have significant
tax consequences. The Optionee acknowledges that he or she has been encouraged to obtain the advice of independent tax counsel regarding
the income tax consequences of the receipt and exercise of the Option granted hereby and of the disposition of Common Stock acquired upon
exercise hereof. The Optionee acknowledges that he or she has not relied and will not rely upon any advice or representations by the Company
or by its employees or representatives with respect to the tax treatment of the options granted hereunder.
11. No Right to Continued Relationship, Optionee Acknowledgements. By accepting the grant of this Option, Optionee acknowledges and
agrees that the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or
terminated by the Company at any time unless otherwise provided in the Plan or this Agreement. Optionee acknowledges that all decisions
with respect to future grants, if any, will be at the sole discretion of the Company. Optionee's participation in the Plan shall not create a right to
further employment with Employer and shall not interfere with the ability of Employer to terminate Optionee's employment or service relationship
at any time with or without cause and it is expressly agreed and understood that employment is terminable at the will of either party, insofar as
permitted by law. Optionee agrees that this Option is not part of normal or expected compensation or salary for any purposes, including, but not
limited to calculating any severance, resignation, termination, redundancy, end - of - service payments, bonuses, long - service awards, pension or
retirement benefits or similar payments insofar as permitted by law. Nothing contained in this Agreement shall confer upon the Optionee any
right to a continued employment with the Company and its Subsidiaries or in any way limit the right of the Company or its Subsidiaries to
terminate such relationship at any time. In the event that Optionee is not an employee of the